EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective as of the
31st day of August, 2004, by and between G&K Services, Inc., a
Minnesota corporation with ("Employer"); and Richard L.
Marcantonio, a resident of the State of Minnesota ("Executive").
INTRODUCTION A. Employment and Protection of Employer .
Employer has employed Executive in the capacity of President and
Chief Executive Officer under that Executive Employment Agreement
effective as of June, 2002, and now wishes to make available to
Executive certain new benefits and rights under this new Executive
Employment Agreement (the "Agreement"), which will fully supercede
all previous agreements between them except as specifically set
forth herein. Employer further wishes to obtain Executive’s
promises related to Notice of Termination as set forth in this
Agreement, as well as Executive’s promises not to harm
Employer following execution of this Agreement, particularly with
respect to Employer’s Confidential Information, as more fully
described in Article 7. In Executive’s position with
Employer, Executive will be a valued employee of Employer and
Employer will benefit from Executive’s continued employment
as its President and Chief Executive Officer, and further Executive
will have access to and control over Employer’s Confidential
Information, which Employer has developed at great expense, time
and effort. As a result, voluntary termination by Executive without
adequate notice, or disclosure of any Confidential Information,
could cause irreparable harm to Employer, and Employer is not
willing to extend to Executive the additional benefits, rights and
responsibilities under this Agreement unless Executive agrees, as
set forth in this Agreement, to provide Employer with reasonable
notice of voluntary termination of his employment, reasonable
protection for its Confidential Information, and assurances to
protect Employer in other ways set forth in Article 7.
B. Employment and
Benefits . For these purposes, Employer is willing to retain
Executive as President and Chief Executive Officer and to grant to
Executive benefits to which Executive is not otherwise entitled,
consisting of the right to receive certain separation compensation,
lump sum payments, and outplacement benefits (as described in
Articles 5 and 6), if Executive’s employment with Employer
terminates under certain circumstances, including without
limitation in connection with a Change in Control (as defined in
Article 6). C. Other
Intentions . Executive desires to accept Employer’s offer
to be retained as President and Chief Executive Officer and
additional benefits set forth in this Agreement, to which Executive
is not otherwise entitled.
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Executive agrees, as a condition
of Employer’s offer of additional benefits set forth in this
Agreement, to sign this Agreement in order that Employer may have
reasonable protections against the disclosure of its Confidential
Information, other conduct of Executive prohibited under Article 7
of this Agreement, and certain protections related to Notice of
Termination as set forth in this Agreement. AGREEMENT
NOW, THEREFORE, in consideration of
the facts recited above, which are a part of this Agreement, and
the parties’ mutual promises contained in this Agreement,
Employer and Executive agree as follows: ARTICLE 1
DEFINITIONS Capitalized terms
used generally in this Agreement will have their defined meaning
throughout the Agreement. The following terms will have the
meanings set forth below; unless the context clearly requires
otherwise. 1.1 "Agreement" means this
Agreement, as it may be amended from time to time.
1.2 "Base Salary" means the total
annual cash compensation payable to Executive on a regular periodic
basis under Section 3.1, without regard to any voluntary
salary deferrals or reductions to fund employee benefits.
1.3 "Board" means the Board of
Directors of Employer. 1.4 "Cause"
has the meaning set forth in Section 5.2.
1.5 "Date of Termination" has the
meaning set forth in Section 5.4(b).
1.6 "Disability" means the
unwillingness or inability of Executive to perform the essential
functions of Executive’s position as President and Chief
Executive Officer (with or without reasonable accommodation) under
this Agreement for a period of ninety (90) days (consecutive
or otherwise) within any period of six (6) consecutive months
because of Executive’s incapacity due to physical or mental
illness, bodily injury or disease. For purposes of this Agreement,
Executive will be deemed to have a Disability if he is
incapacitated and, within ten (10) days after a Notice of
Termination is thereafter given by Employer, Executive will not
have returned to the full-time performance of the Executive’s
duties; provided, however, that if Executive does not agree with a
determination of the existence of a Disability (or the existence of
a physical or mental illness or bodily injury or disease), the
determination will be may by the certification of a qualified
medical doctor mutually agreed to by Employer and Executive (or, in
the event of the Executive’s incapacity to designate a
doctor, the Executive’s legal representative). In the absence
of such agreement, each party will nominate a qualified medical
doctor and the two doctors will select a third doctor, who
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will make the determination as to Disability. The decision of
the designated physician will be binding upon the parties. In all
matters related to the incapacity or disability of Executive, the
Executive may act through a legal representative properly appointed
for that purpose. 1.7 "Employer"
means G&K Services, Inc., as well as any of its Subsidiaries
and any Successor organization. 1.8
"Executive" means Richard L. Marcantonio, a Minnesota resident.
1.9 "Notice of Termination" has the
meaning set forth in Section 5.6(a).
1.10 "Plan" means any bonus or
incentive compensation agreement, plan, program, policy or
arrangement sponsored, maintained or contributed to by Employer, to
which Employer is a party or under which employees of Employer are
covered, including, without limitation, (a) any stock option,
restricted stock or any other equity-based compensation plan;
(b) any annual or long-term incentive (bonus) plan;
(c) any employee benefit plan, such as a thrift, pension,
profit sharing, deferred compensation, medical, dental, disability
income, accident, life insurance, automobile allowance, perquisite,
fringe benefit, vacation, sick or parental leave, severance or
relocation plan or policy and (d) any other agreement, plan,
program, policy or arrangement intended to benefit employees or
executive officers of Employer. 1.11
"Subsidiary" means any corporation or other business entity that is
controlled by Employer. 1.12
"Successor" has the meaning set forth in Section 9.1(a).
ARTICLE 2
EMPLOYMENT AND DUTIES 2.1
Employment . Upon the terms and conditions set forth in this
Agreement, Employer hereby employs Executive for an indefinite
term, and Executive accepts such employment as President and Chief
Executive Officer of Employer. For the term of this Agreement,
Executive at all times shall be, and shall have the
responsibilities and privileges of, President and Chief Executive
Officer of Employer. This Agreement and Executive’s
employment by Employer may be terminated at any time as set forth
in Article 5. 2.2 Duties
. While Executive is employed hereunder, and excluding any periods
of vacation, sick, disability or other leave to which Executive is
entitled, Executive agrees to devote substantially all of
Executive’s attention and time during normal business hours
to the legal and ethical business and affairs of Employer, and to
act in the best interests of Employer, its shareholders and
employees and, to the extent necessary to discharge the
responsibilities assigned to Executive under this Agreement and
under Employer’s bylaws, to use Executive’s reasonable
best efforts to perform faithfully and efficiently all
responsibilities of the position.
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Executive will comply with
Employer’s policies and procedures; provided, however, that
to the extent these policies and procedures are inconsistent with
this Agreement, the provisions of this Agreement will control.
ARTICLE 3
COMPENSATION AND BENEFITS 3.1
Base Salary . Commencing as of the effective date of this
Agreement, Employer will pay Executive a Base Salary at a minimum
annual rate of Six Hundred Thousand Dollars ($600,000.00).
Executive’s Base Salary may be adjusted and determined
periodically by Employer’s Board of Directors; provided,
however, that a Base Salary established under this Agreement will
remain in effect until the Board has completed its next annual
review of Executive’s performance.. The Base Salary will be
paid in substantially equal regular periodic payments in consistent
with Employer’s regular payroll practices. If
Executive’s Base Salary is changed at any time during
Executive’s employment by Employer, the changed amount will
become the Base Salary under this Agreement, subject to any
subsequent changes. 3.2 Other
Compensation and Benefits . While Executive is employed by
Employer under this Agreement: (a)
Executive will be permitted to participate in all Plans for which
Executive is or becomes eligible under their respective terms.
(b) Employer may, in its sole
discretion, amend or terminate any Plan that provides benefits
generally to its employees or its executive officers; provided,
however, that in the event that Employer terminates its health,
dental or life Plan offered to Executive, without replacing the
Plan, Executive will be entitled to receive as additional
compensation an amount equal to the cash equivalent of any
terminated benefits. (c) Executive
will also be entitled to participate in or receive benefits under
any Plan made available by Employer in the future to its executives
and key management employees, subject to and on a basis consistent
with the terms, conditions and overall administration of these
Plans and the preceding provisions of this Section 3.2.
(d) Executive shall be entitled to a
minimum incentive pay under the Annual Management Incentive Plan in
effect at Employer from time to time. Executive’s minimum
target incentive, as a percentage of Base Salary, is 70%, with an
unlimited maximum incentive opportunity, based on achievement by
Employer of Company Financial Measures for Earnings Per Share (55%
of incentive opportunity) and Total Revenue Growth (25% of
incentive opportunity), as well as Key Initiatives/Department or
Individual Objectives (20% of incentive opportunity).
Executive’s incentive pay may be adjusted and determined
periodically by Employer’s Board of Directors; provided,
however, that incentive pay established under this Agreement will
remain in effect until the Board has completed its next annual
review of Executive’s performance.
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(e) Executive will continue to
have the rights, benefits and responsibilities set forth in that
Promissory Note in the original principal amount of Four Hundred
Thousand Dollars ($400,000.00. ), an unexecuted copy of which is
attached hereto as Exhibit C, and that related Stock Pledge
Agreement, an unexecuted copy of which is attached hereto as
Exhibit D, the originals of which were made and entered into
by Executive with Employer as of July 2002, and each of which are
current as of the date of this Agreement.
(f) Executive will have the use of a
personal automobile leased by Employer under its Executive
Automobile Program with a value up to the greater of
(i) Seventy-Five Thousand Dollars ($75,000.00), (ii) the
value set forth in the Employer’s Executive Automobile
Program, or (iii) such other value as the Board of Directors
or it Compensation Committee may determine for Executive.
(g) Executive will have available
annual financial planning and tax preparation benefits with a value
up to the greater of (i) Five Thousand Dollars ($5,000.00),
(ii) the value set forth in the Employer’s plans for
such services, or (iii) such other value as the Board of
Directors or it Compensation Committee may determine for Executive.
(h) Executive will be entitled to up
to six (6) weeks of vacation annually, or such greater period
of time as the Board of Directors or its Compensation Committee may
determine from time to time. ARTICLE 4
RESTRICTED STOCK GRANT 4.1
Restricted Stock Agreement . Employer and Executive
previously entered into a Restricted Stock Agreement dated as of
June, 2002, an unexecuted copy of which is attached to this
Agreement as Exhibit A. This Agreement continues in full force
and effect, and is incorporated into this Agreement, granting
Executive the right to purchase Employer Stock (as defined below)
in the amount, at the price and on the terms set forth in the
Restricted Stock Agreement. 4.2
Employer Stock . "Employer Stock" means the voting common
stock of Employer described in the Restricted Stock Agreement
attached as Exhibit A . ARTICLE 5
TERMINATION 5.1
Termination . This Article 5 sets forth the terms for
termination of Executive’s employment under this Agreement,
subject to the respective continuing rights and obligations of the
parties under this Agreement. In general, this Agreement and
Executive’s employment with
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the Employer may be terminated by Employer upon thirty
(30) days advance written notice to Executive and by Executive
upon ninety (90) days advance written notice to Employer, for
any reason or no reason, or at any time by mutual written agreement
of the parties. For purposes of this section, the ninety
(90) advance written notice required for termination by
Executive is necessary so that Employer may have the opportunity to
find a suitable replacement for Executive. This Agreement and
Executive’s employment under this Agreement will terminate in
the event of Executive’s death or Disability, as of the
applicable Date of Termination. In
any such case, this Agreement will terminate as of the applicable
Date of Termination, except for the rights and obligations of the
parties under this Agreement that survive beyond Executive’s
termination of employment. 5.2
Termination by Employer for Cause . Employer may terminate
this Agreement at any time for Cause, with or without advance
notice (except as otherwise provided in this Section 5.2). For
purposes of this Agreement, "Cause" means any of the following,
with respect to Executive’s position of employment with
Employer: (a) Executive’s
failure or refusal to perform the duties and responsibilities set
forth in Section 2.2, if the failure or refusal (i) is
not due to a Disability or a physical or mental illness or bodily
injury or disease; or (ii) is not due to Executive’s
reasonable best efforts to perform faithfully and efficiently the
responsibilities of his position with Employer, acting in good
faith in the interests of Employer, its shareholders and employees;
and (iii) is not cured within thirty (30) days after
written notice of the failure or refusal is received by Executive
from Employer; (b) any drunkenness or
use of drugs that interferes with the performance of
Executive’s obligations under this Agreement; and continues
for more than five (5) days after a written notice to
Executive; provided, however, that Employer will have the right to
prevent Executive from performing any duties under this Agreement
and from entering the premises of Employer during any such period;
(c) Executive’s indictment for
or conviction of (including entering a guilty plea or plea of no
contest to) a felony or any crime involving moral turpitude, fraud,
dishonesty or theft; (d) any material
dishonesty of Executive involving or affecting Employer;
(e) any gross negligence or other
willful or intentional act or omission of Executive having the
effect or reasonably likely to have the effect of injuring the
reputation, business or business relationships of Employer in a
material way; provided, however, that if an action or omission
giving rise to Cause is curable, Employer first will have given
prior written notice to the Executive specifying the action or
omission with reasonable particularity and, within thirty
(30) days after such notice, the Executive will not have cured
the action or omission;
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(f) any willful or intentional
breach by Executive of a fiduciary duty to Employer;
(g) Except as otherwise specifically
provided in this Section 5.2, Executive’s material
violation or breach of Employer’s standard business practices
and policies, including, without limitation, policies against
racial or sexual discrimination or harassment; provided, however,
that if in the Employer’s discretion, such breach or
violation is curable, Employer first will have given prior written
notice to the Executive specifying the violation or breach with
reasonable particularity and, within thirty (30) days after
such notice, the Executive will not have cured the violation or
breach giving rise to such Cause; (h)
any material breach (not covered by any of the above clauses
(a) through (g)) of any material term, provision or condition
of this Agreement, if such breach is not cured (to the extent
curable) within thirty (30) days after written notice thereof
is received by Executive from Employer.
For purposes of this
Section 5.2, no act, or failure to act, on Executive’s
part will be considered "dishonest," "willful" or "intentional"
unless done, or omitted to be done, by Executive in bad faith and
without reasonable belief that Executive’s action or omission
was in or not opposed to the best interest of Employer. Any act, or
failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or based upon the advice of counsel for
Employer will be conclusively presumed to be done, or omitted to be
done, by Executive in good faith and in the best interests of
Employer. Furthermore, the term "Cause" will not include ordinary
negligence or failure to act, whether due to an error in judgment
or otherwise, if Executive has exercised substantial efforts in
good faith to perform the duties reasonably assigned or appropriate
to the position. 5.3 Termination
by Executive . Executive may voluntarily resign from employment
under this Agreement with or without Good Reason (as such term is
defined in Section 6.1(f)) provided he gives Employer ninety
(90) calendar days advance written Notice of Termination.
5.4 Notice of Termination and Date
of Termination . (a) For purposes
of this Agreement, a "Notice of Termination" will mean a written
notice that will indicate the specific termination provisions in
this Agreement relied upon and will set forth in reasonable detail
the facts and circumstances claimed to provide the basis for the
termination. Any termination by Employer or by Executive under this
Agreement (other than Executive’s death, or a termination by
mutual agreement) will be communicated by written Notice of
Termination to the other party. (b)
For purposes of this Agreement, "Date of Termination" will mean:
(i) if Executive’s employment is terminated due to
death, the date of Executive’s death; (ii) if
Executive’s employment is terminated for Disability, thirty
(30) calendar days after the Notice of Termination is given;
(iii) if Executive’s employment is terminated by
Employer for Cause or by Executive for Good Reason, the date
specified in the
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Notice of Termination; (iv) if Executive’s employment
is terminated by mutual agreement of the parties, the termination
date specified by the agreement; or (v) if Executive’s
employment is terminated for any other reason, the date specified
in the Notice of Termination, provided that if Executive
voluntarily terminates his employment the date specified may be no
earlier than ninety (90) calendar days after the date on which
the Notice of Termination is given unless an earlier date has been
expressly agreed to by Employer and Executive in writing.
5.5 Compensation during Disability
and upon Termination . (a) During
any period in which Executive fails to perform Executive’s
duties under this Agreement as a result of a Disability, Executive
will continue to receive all Base Salary and other compensation and
benefits to which Executive is otherwise entitled under this
Agreement and under any Plan through Executive’s Date of
Termination. To the extent the Executive has not received the Base
Salary and other compensation and benefits referenced in the
preceding sentence prior to the 90th day of a Disability, Executive
will receive such Base Salary and other compensation and benefits.
(b) Except as otherwise provided in
Article 6 or under a mutual agreement of the parties, if
Executive’s employment under this Agreement is terminated
(i) by Executive’s death, (ii) voluntarily by
Executive without Good Reason, (iii) by Employer for Cause, or
(iv) by mutual agreement of the parties, then Employer will
pay Executive the Base Salary through the Date of Termination, plus
any amounts to which the Executive is entitled under any Plan (in
accordance with the terms of such Plan). Employer will also pay any
retirement benefits to which Executive is or becomes entitled under
any Plan, except to the extent any such benefits are forfeited
under the terms of the Plan. (c)
Except in the case of a termination for Disability, if either
(i) Employer terminates Executive’s employment under
this Agreement without Cause; or (ii) Executive voluntarily
terminates his employment under this Agreement for Good Reason, as
that term is defined at Section 6.1(f) without regard to
whether or not it is associated with a Change of Control; and if
Executive executes a written release substantially in the form
attached hereto as Exhibit B and consistent with this
Section 5.5(d) (a "Release Agreement"), then Employer will pay
to Executive, as separation pay, which Executive has not earned and
to which he is not otherwise entitled, an amount equal to twelve
(12) months of Executive’s monthly Base Salary, plus the
full, unprorated target incentive compensation payable to Executive
under the Annual Management Incentive Plan in effect as of the Date
of Termination without regard to actual achievement of incentive
objectives Such payment will be made to the Executive in weekly
payments beginning sixteen days after Executive’s execution
of the Release Agreement, provided that the Executive has not
exercised his rights to revoke or rescind his release of claims
under to the Release Agreement. Further, Employer will pay to
Executive cash equal to the greater of lease costs and expenses
under the Executive Automobile Program or Fifteen Thousand Dollars
($15,000.00), such payment to be made in a lump sum on or about the
sixteenth day following Executive’s execution of the Release
Agreement.
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(d) In the event that Executive
provides the ninety (90) day Notice of Termination for a
voluntary separation and retires from his employment with Employer,
(i) at any time following his sixtieth birthday, Executive
will be entitled to the continued vesting of all unvested
restricted stock and stock options granted by Employer prior to the
Date of Termination, and (ii) at any time up to and including
Executive’s sixtieth birthday, Executive may be entitled to
the continued vesting of all unvested restricted stock and stock
options granted by Employer prior to the Date of Termination at the
discretion of Employer’s Board of Directors, with all the
rights and privileges set forth under the Restricted Stock
Agreement or Employer’s 1998 Stock Option and Compensation
Plan. Executive will not be required
to mitigate Employer’s payment obligations under this
Article 5 by making any efforts to secure other employment;
and Executive’s commencement of employment with another
employer will not reduce the obligations of Employer under to this
Article 5. ARTICLE 6
CHANGE IN CONTROL 6.1
Definitions Relating to a Change in Control . The following
terms will have the meanings set forth below; unless the context
clearly requires otherwise: (a) "1934
Act" will mean the Securities Exchange Act of 1934, as amended (or
any successor provision), and the regulations promulgated under
that Act. (b) "Beneficial Ownership"
by a person or group of persons will be determined in accordance
with Regulation 13D (or any similar successor regulation)
promulgated by the Securities and Exchange Commission under the
1934 Act. Beneficial Ownership of an equity security may be
established by any reasonable method, but will be presumed
conclusively as to any person who files a Schedule 13D report
with the Securities and Exchange Commission reporting such
ownership. (c) "Change of Control"
means the occurrence of any of the following events:
(i) any person or group of persons
attains Beneficial Ownership (as defined below) of 30% or more of
any equity security of Employer entitled to vote for the election
of directors; (ii) a majority of the
members of the Board is replaced within the period of less than two
years by directors not nominated and approved by the Board; or
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(iii) the stockholders of Employer
approve an agreement to merge or consolidate with or into another
corporation, or an agreement to sell or otherwise dispose of all or
substantially all of Employer’s assets (including a plan of
liquidation). (d) "Continuing
Directors" are (i) directors who were in office prior to the
time any events described in paragraphs (c)(i), (c)(ii) or (c)(iii)
of this Section 6.1 occurred, or any person publicly announced
an intention to acquire 20% or more of any equity security of
Employer; (ii) directors in office for a period of more than
two years; and (iii) directors nominated and approved by the
Continuing Directors. (e) "Change in
Control Termination" will mean that a Change in Control of Employer
has occurred, and either of the following events also occurs within
one (1) year after the Change in Control: (i) Employer
terminates the Executive’s employment or this Agreement for
any reason other than for Cause, Executive’s death or
Executive’s Disability; or (ii) Executive terminates his
employment for Good Reason. (f) "Good
Reason" will mean, with respect to a voluntary termination of
employment by Executive, any of the following:
(i) an adverse involuntary change in
Executive’s status or position as President and Chief
Executive Officer of Employer, including, without limitation,
(A) any adverse change in Executive’s status or position
as a result of a material diminution in Executive’s duties,
responsibilities or authority; (B) the assignment to Executive
of any duties or responsibilities that, in Executive’s
reasonable judgment, are significantly inconsistent with
Executive’s status or position; or (C) any removal of
Executive from, or any failure to reappoint or reelect Executive
to, such position (except in connection with a termination of
Executive’s employment for Cause in accordance with
Article 5, or as a result of Executive’s Disability or
death); (ii) in the event that
following a Change in Control, Executive, in performing the duties
of his employment, does not report directly to the Board, or if
Employer is not an ultimate parent entity following such Change in
Control, the board of directors of such ultimate parent entity;
(iii) in the event of a Change in
Control, either (A) a reduction by Employer in
Executive’s Base Salary, or (B) a termination or adverse
change in Executive’s incentive-based compensation package
that materially and adversely effects Executive’s
compensation as a whole; (iv) the
taking of any action by Employer that would materially and
adversely affect the physical conditions existing as of the date of
the Change of Control, and under which Executive performs
employment duties for Employer;
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(v) Employer’s requiring
Executive to be based anywhere other than where Executive’s
office is located as of the effective date of this Agreement,
except for required travel on Employer’s business to an
extent substantially consistent with business travel obligations;
(vi) in the event of a Change in
Control, any failure by Employer to obtain from any Successor an
assumption of this Agreement as contemplated by Section 9.1; or
(vii) any purported termination by
Employer or by a successor to the Employer either of this Agreement
or of the employment of the Executive that is not expressly
authorized by this Agreement; or any breach of this Agreement by
Employer at any time, other than an isolated, insubstantial and
inadvertent failure that does not occur in bad faith and is
remedied by Employer within a reasonable period after
Employer’s receipt of notice thereof from Executive.
6.2 Benefits Upon a Change in
Control Termination . If a Change in Control Termination occurs
with respect to Executive, Executive will be entitled to the
following benefits; provided, however, that to the extent Executive
has already received the same type of benefits under Article 5
as a result of Executive’s Change in Control Termination,
Executive’s benefits under this Section 6.2 will be
offset by such other benefits, to the extent necessary to prevent
duplication of benefits under this Agreement:
(a) all of the payments and benefits
that Executive would have been entitled to receive if the Change in
Control Termination were described in Section 5.5(c), except
that in lieu of any further Base Salary payments to Executive for
periods subsequent to the Date of Termination, Employer will pay to
Executive an amount equal to twenty-four (24) months of
(i) Executive’s monthly Base Salary, plus (ii) the
Employer-paid portion of health and welfare benefits coverage, plus
(iii) the full, unprorated target incentive compensation
payable to Executive under the Annual Management Incentive Plan in
effect as of the Date of Termination without regard to actual
achievement of incentive objectives, plus (iv) the greater of
lease costs and expenses under the Executive Automobile Program or
a lump sum of Thirty Thousand Dollars ($30,000.00); all such
payments to be made in a single lump sum on or about the sixteenth
day following Executive’s execution of the Release Agreement;
(b) all terms and conditions of that
Change of Control Agreement dated as of November 12, 2002 between
Employer and Executive, a copy of which is attached to this
Agreement as Exhibit E, shall continue in full force and
effect, and is incorporated into this Agreement, granting to
Executive the acceleration of incentives provided under
Employer’s 1998 Stock Option and Compensation Plan; and
(c) for a period of not less than six
(6) months following Executive’s Date of Termination,
Employer will reimburse Executive for all reasonable expenses
incurred by Executive (excluding any arrangement by which Executive
prepays expenses for a period of
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greater than thirty (30) days) in seeking employment with
another employer, including the fees of a reputable outplacement
organization selected by Employer, but not to exceed
$12,000.00 in the aggregate.
Executive will not be required to
mitigate Employer’s payment obligations under this
Article 6 by making any efforts to secure other employment;
and Executive’s commencement of employment with another
employer will not reduce the obligations of Employer under this
Article 6. 6.3 Limitation on
Severance Payment . Notwithstanding any provision contained
herein to the contrary, if any amount or benefit to be paid or
provided under this Article 6, or any other plan or agreement
between Executive and Employer would be an "Excess Parachute
Payment," within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor
provision thereto, but for the application of this sentence, then
the payments and benefits to be paid or provided under this
Article 6 will be reduced to the minimum extent necessary (but
in no event to less than zero) so that no portion of any such
payment or benefit, as so reduced, constitutes an Excess Parachute
Payment; provided, however, that the foregoing reduction will be
made only if and to the extent that such reduction would result in
an increase in the aggregate payment and benefits to be provided to
Executi
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